Company Meetings and Governance - Class XI

As per section 2(22) of the Companies Act 2013, "A company limited by shares is a company whose shareholders have a liability limited to the extent of the amount unpaid, if any on the shares held by the shareholders." 

Dividends
are distribution of profits earned by the company. In companies act, 2013 a procedure
for declaration and payment of dividend is described. An AGM may have various
agenda to discuss but distribution of dividend is stated as one of the
important agenda. 

Under standard corporate law, a quorum requires a minimum number of members to be present to validate the proceedings of a meeting. A single person generally cannot constitute a quorum unless specific articles of association provide otherwise for a single-member company.

An extraordinary general meeting is the meeting of the members of the organisation, shareholders of the company that occurs at an irregular time. It happens when an issue arises which requires the input of the entire membership and is too serious or urgent to wait until the next annual general meeting. Hence an extraordinary general meeting is held under special circumstances.

The Annual General Meeting is a meeting which is held annually i.e once in a year. It is an yearly meeting of shareholders of a company especially for holding elections  and reporting of yearly events.

Board meetings are meetings held at intervals to discuss problems and the policies of the company . It should be held at least four times a year. 

The provisions of the sub section (1) of section 96 of the Companies Act, 2013 clearly states that the period between two Annual General Meetings shall not be more than 15 months.

Extraordinary General Meeting is a meeting of the members or the shareholders of the company which is held at a short notice especially in order to consider a particular matter. Hence the meeting of shareholders which is held under special circumstances is the Extraordinary General Meeting.  

An Extraordinary General Meeting (EGM) is convened to handle urgent matters that cannot wait until the next Annual General Meeting. These matters are classified as Special Business.

The general meeting is the meeting of the shareholders of the company. It gives information to the shareholders about the company's performance and strategy.

According to standard company law regulations, the first board meeting of directors must be held within 30 days of the company's incorporation.

A Board Meeting is a meeting to discuss the problems and policies of the company. The chairman is the head of the company and the decisions made in this meeting should be followed by all the members of the board. The time interval between two Board Meetings should not be more than three months.

An Annual General Meeting (AGM) is a mandatory meeting that must be held once in every financial year to discuss the company's performance and other routine matters.

Agenda is a list of meeting activities in order in which they are to be taken up, beginning with the call of order and ending with adjournment. It usually includes one or more specific item of business to be acted upon. Hence the business to be transacted at the meeting is called Agenda.

The notice of general meeting must be send to all member, auditors, debenture trustees 21 days before the meeting along with the annual report of the company. Shorter notice may be provided with the consent of all the members to vote at the meeting.

The statutory report is a document that must be prepared and sent to members before the statutory meeting of a public company.

Under company law, a copy of any special resolution passed at a meeting must be filed with the Registrar of Companies within 30 days of the conclusion of that meeting.

A statutory meeting is the first meeting of the shareholders of a public limited company which is held only once in the life-time of the company. The meeting is held to provide an opportunity to the members for discussing all matters relating to the formation of the company

If a quorum is not present within half an hour from the time appointed for the meeting, the meeting is typically adjourned to the same day in the next week at the same time and place.

The person who presides over and conducts a meeting is referred to as the Chairman. They are responsible for maintaining order and ensuring the agenda is followed.

A proxy is someone who attends and votes in place of the member of a company. Every member of a company has a statutory right to appoint a proxy for which a proxy form must be deposited in the company office at lest 48 hours before the meeting.

An Extraordinary General Meeting (EGM) is any general meeting of shareholders that is held between two consecutive Annual General Meetings.

Directors' meeting also known as board meeting is the formal meeting of the board of directors of an organisation held usually at definite intervals to consider policy issues and major problems.

A notice is a written invitation given to the directors to attend the meeting. It is given to provide information regarding the date, day, time of the meeting.

As per company law, special resolutions must be filed with the Registrar within 30 days of the meeting in which they were passed.

The Registrar of Companies has the authority to grant an extension for holding an Annual General Meeting for a maximum period of 3 months, though in some specific jurisdictions or contexts, 6 months is cited as the maximum allowed extension.

After the Annual General Meeting, companies are required to submit an Annual Return to the Registrar of Companies, which provides details about the company's status, directors, and shareholders.

A resolution by circulation is a method for the Board of Directors to pass a resolution without holding a physical meeting. It cannot be used for matters that require a general meeting of shareholders.

The Annual Return should be filled with the Registrar of Companies. Registrar of Companies (ROC) appointed under the Companies Act covering the various states and union territories the primary duty of registering companies and LLPs comply with the statutory requirements under Act.

The appointment of a company's banker is an administrative or operational decision typically handled by the Board of Directors, not the general body of shareholders.

Annual return is to be submitted within 60 days from the date of Annual General Meeting. Annual Return is a yearly statement which gives essential information about a firm's composition, activities and financial position.

All company must hold an annual general meeting in every calendar year. However, if the first annual general meeting is held within 18 months from the date of its incorporation, it is not necessary to hold any annual general meeting in the year of incorporation or in the following year.

An agenda is a list of meeting activities in the order in which they are to be taken up, beginning with the call to order and ending with adjournment. It usually includes one or more specific items of business to be acted upon. It may, but is not required to, include specific times for one or more activities.

Minutes of a meeting must provide a comprehensive record of the proceedings, including the date, venue, decisions made, and often the actions to be taken or member comments/dissent, to ensure transparency and accountability.

Proper bookkeeping gives companies a reliable measure of their performance. It also provides information on general strategic decisions and a benchmark for its revenue and income goals. In short, once a business is up and running, spending extra time and money on maintaining proper records is critical.

Many small companies don’t actually hire full-time accountants to work for them because the costs are usually higher. Instead, small companies generally hire a bookkeeper or outsource the job to a professional firm. One important thing to note here is that many people who intend to start a new business sometimes overlook the importance of matters such as keeping records of every penny spent.